UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 27, 2014
_________________
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
_________________
| New Jersey |
1-1550 |
04-1923360 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 550 South Caldwell Street, Charlotte, North Carolina 28202 |
| (Address of Principal Executive Offices) |
Registrant’s telephone number, including
area code: (980) 636-5000
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
As previously announced, on March 10, 2014,
Chiquita Brands International, Inc., a New Jersey corporation (“Chiquita”), and Fyffes plc, a public limited company
organized under the laws of Ireland (“Fyffes”) entered into a transaction agreement, pursuant to which Fyffes will
combine with Chiquita (the “combination”). Pursuant to the transactions contemplated by the transaction agreement,
both Chiquita and Fyffes will become indirect and direct wholly owned subsidiaries of a private limited liability company organized
under the laws of Ireland (which will be renamed ChiquitaFyffes plc prior to the consummation of the combination) (“ChiquitaFyffes”).
The combination was announced in an announcement (the “Rule 2.5 Announcement”) pursuant to Rule 2.5 of the Irish Takeover
Panel Act, 1997, Takeover Rules, 2013 (the “Irish Takeover Rules”). In connection with the combination, ChiquitaFyffes
filed a registration statement on Form S-4, which was declared effective on July 25, 2014. The Form S-4, which contains a prospectus
of ChiquitaFyffes, includes a definitive proxy statement of Chiquita and the Irish scheme circular of Fyffes (the “Proxy
Statement/Prospectus”). Fyffes has completed mailing to its shareholders the Irish scheme circular, together with letters
providing additional information required under the Irish Takeover Rules. Chiquita has also completed mailing to its shareholders
the definitive proxy statement of Chiquita.
Profit Forecast
Fyffes has issued earnings guidance for
the fiscal year ending December 31, 2014 (known as a “profit forecast” under the Irish Takeover Rules) that is contained
in the Proxy Statement/Prospectus sent to Fyffes shareholders. On August 27, 2014, Fyffes updated the profit forecast for the fiscal
year ending December 31, 2014 (the “Updated Fyffes Profit Forecast”). In light of that, under the Irish Takeover Rules,
certain information, as described below, is required to be provided and made available to Fyffes shareholders. A copy of the letter
from Fyffes to its shareholders conveying this information is being furnished herewith to the U.S. Securities and Exchange Commission
(the “SEC”).
The Updated Fyffes Profit Forecast made
by Fyffes is enclosed with a letter from Fyffes (the “Fyffes Letter”), which is being mailed to Fyffes shareholders.
In addition to such Updated Fyffes Profit Forecast for Fyffes, the Fyffes Letter includes letters from Fyffes auditors, KPMG, confirming
that the Updated Fyffes Profit Forecast has been properly compiled on the basis of the assumptions made by the directors of Fyffes
and that the basis of accounting used is consistent with the accounting policies of Fyffes (the “KPMG Letter”), and
Fyffes financial advisor, Lazard & Co., Limited (“Lazard”), confirming, on the basis set out in its letter, that
the Updated Fyffes Profit Forecast, for which the directors of Fyffes are solely responsible, has been compiled by Fyffes directors
and prepared with due care and consideration (the “Lazard Letter”). In accordance with the Irish Takeover Rules, the
Fyffes Letter, together with copies of the KPMG Letter and the Lazard Letter, is being furnished to Fyffes shareholders. The Fyffes
Letter, including the Updated Fyffes Profit Forecast, the KPMG Letter and the Lazard Letter, is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Merger Benefit Statement
On March 10, 2014, Chiquita disclosed in
the Rule 2.5 Announcement a statement (known as a “merger benefit statement” under the Irish Takeover Rules) regarding
the synergies that may result from the combination, which statement was repeated in the Proxy Statement/Prospectus. Recently, Chiquita
and Fyffes updated the merger benefit statement (the “Updated Merger Benefit Statement) as further understanding of merger
benefits have been found. In light of that, under the Irish Takeover Rules, certain information, as described below, is required
to be provided and made available by Chiquita to Fyffes shareholders. A copy of the letter from Chiquita to the Fyffes shareholders
conveying this information is being furnished herewith to the SEC.
The Updated Merger Benefit Statement is
enclosed with a letter from Chiquita (the “Chiquita Letter”), which is being mailed to Fyffes shareholders. In addition
to such Updated Merger Benefit Statement, the Chiquita Letter includes copies of letters from Chiquita’s reporting accountants,
PricewaterhouseCoopers, One Spencer Dock, North Wall Quay, Dublin 1, Ireland (“PricewaterhouseCoopers Ireland”) (the
“PricewaterhouseCoopers Letter”) and Goldman Sachs International (the “Goldman Sachs Letter”), confirming
that the Updated Merger Benefit Statement has been made with due care and consideration . In accordance with the Irish Takeover
Rules, the Chiquita Letter, together with copies of the PricewaterhouseCoopers Letter and the Goldman Sachs Letter, is being furnished
to Fyffes shareholders. The Chiquita Letter, including the Updated Merger Benefit Statement, the PricewaterhouseCoopers Letter
and the Goldman Sachs Letter, is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Current
Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except as shall be expressly set forth by specific reference in that filing.
No Offer or Solicitation
This communication is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination of Chiquita and Fyffes or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Important Additional
Information Has Been Filed and Will Be Filed With The SEC
ChiquitaFyffes Limited has filed with the SEC a registration
statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The registration statement
was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory Statement required
to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita and Fyffes has
completed mailing to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme Circular in connection with
the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES,
THE COMBINATION AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the definitive Proxy Statement/Prospectus/Scheme
Circular (including the Scheme) and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website
maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the definitive
Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed by Chiquita, Fyffes and ChiquitaFyffes
with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South
Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o
Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.
Participants In
The Solicitation
Chiquita, Fyffes, ChiquitaFyffes and their respective directors
and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information
about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which
was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive
officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with
the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April
11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular described
above and other relevant materials to be filed with the SEC when they become available.
Forward-Looking
Statements
This communication contains certain statements that are "forward-looking
statements." These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity
and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in
light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls
affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather
events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially
reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending
litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred
in connection with these items. Readers are cautioned that any forward-looking statement is not a guarantee of future performance
and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements
relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the
combination, including expected synergies and future financial and operating results; Fyffes and Chiquita's plans, objectives,
expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination
that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are
subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations.
Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.
With respect to the combination, these factors include, but
are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals;
the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or
required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce
the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing
of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses
will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully
realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult
to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management
time on transaction-related issues; the ability of the combined company to retain and hire key personnel; the effect of future
regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries
may be different from what the companies expect.
These risks, as well as other risks associated with the combination,
are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form
S-4 that was filed with the SEC in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme
Circular mailed to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita's reports filed with
the SEC and available at the SEC's website at www.sec.gov and in Fyffes reports filed with the Registrar of companies available
at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this document.
Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking statements to reflect events or circumstances
after the date of this communication.
No statement in this communication is intended to constitute
a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily
be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate.
No statement in this communication constitutes an asset valuation.
STATEMENT REQUIRED BY THE TAKEOVER RULES
The directors of Chiquita accept responsibility
for the information contained in this communication. To the best of the knowledge and belief of the directors of Chiquita (who
have taken all reasonable care to ensure that such is the case), the information contained in this communication for which they
accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
|
EXHIBIT
NO. |
|
DESCRIPTION |
| |
|
| 99.1 |
|
Fyffes Letter |
| 99.2 |
|
Chiquita Letter |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 28, 2014
CHIQUITA
Brands International, Inc.
By: /s/ James E. Thompson
James E. Thompson
Executive Vice President, General Counsel and
Secretary
EXHIBIT INDEX
| |
|
|
|
EXHIBIT
NO. |
|
DESCRIPTION |
| |
|
| 99.1 |
|
Fyffes Letter |
| 99.2 |
|
Chiquita Letter |
Exhibit 99.1
(Fyffes plc, registered in Ireland under
the Companies Acts 1963 to 2013 with registered number 73342)
|
Directors:
D McCann (Chairman)
D McCourt
C Bos
T Murphy
J O’Dwyer
J O’Hara
R Johnston |
Registered Office:
29 North Anne Street
Dublin 7
Ireland
Telephone: +353 (1) 887 2700 |
UPDATED FYFFES PROFIT FORECAST
27 August 2014
Dear Fyffes Shareholder,
On March 10, 2014, Chiquita Brands International, Inc.("Chiquita") and Fyffes plc ("Fyffes") announced that they had entered into a definitive agreement pursuant to which Fyffes will combine with Chiquita (the "combination") through the formation of a new holding company incorporated in Ireland that will be renamed ChiquitaFyffes plc ("ChiquitaFyffes"). On July 24, 2014, ChiquitaFyffes filed with the U.S. Securities and Exchange Commission (the "SEC") Amendment No. 5 to its registration statement on Form S-4 in connection with the combination,
which included a proxy statement of Chiquita that also serves as a prospectus of ChiquitaFyffes (the "Proxy Statement/Prospectus"). The Form S-4 was declared effective on July 25, 2014, and the Proxy Statement/Prospectus dated August 6. On August 27, 2014, Fyffes reported its Interim Results for
2014 ("Interim Results"), which included updated earnings guidance for the fiscal year ending December 31, 2014.
Updated
Profit Forecast
As
Fyffes is an Irish incorporated company, the combination is subject to the Irish Takeover Rules. In accordance with the Irish Takeover
Rules, where Chiquita or Fyffes issues earnings guidance (known as a "profit forecast" under the Irish Takeover Rules),
certain attestations to that profit forecast must be provided.
Referenced
in the Interim Results is an updated profit forecast for the fiscal year ending December 31, 2014 made by Fyffes. The updated Fyffes
profit forecast is also set out in this document.
In
addition, enclosed with this letter are reports from Fyffes auditors, KPMG, confirming that the updated Fyffes profit forecast
has been properly compiled on the basis of the assumptions made by the directors of Fyffes and that the basis of accounting used
is consistent with the accounting policies of Fyffes, and Fyffes financial advisor, Lazard & Co., Limited
("Lazard"), confirming, on the basis set out in its report, that
the updated Fyffes profit forecast, for which the directors of Fyffes are solely responsible, has been made by Fyffes directors
with due care and consideration.
Yours
faithfully,
David
McCann
Chairman
REPORTS ON UPDATED FYFFES PROFIT FORECAST
The
reports on the updated Fyffes profit forecast as required by Rule 28.3 of the Takeover Rules have been prepared by (i) KPMG and
(ii) Lazard. The Fyffes board of directors is solely responsible for the updated Fyffes profit forecast. Copies of the respective
letters of KPMG and Lazard are included in this document.
CONSENTS
Each
of KPMG and Lazard has given and not withdrawn its consent to the inclusion in this document of the references to its name in the
form and context in which they appear.
Contacts for Fyffes
| Investors |
Seamus Keenan |
| |
Tel: + 353 1 887 2700 |
| |
Email: skeenan@fyffes.com |
| |
|
| Media |
Wilson Hartnell PR |
| |
Brian Bell |
| |
Tel: +353 1 669 0030 |
| |
Email: brian.bell@ogilvy.com |
NO
OFFER OR SOLICITATION
This
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy
or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant
to the proposed combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT
ADDITIONAL INFORMATION HAS BEEN FILED AND WILL BE FILED WITH THE SEC
ChiquitaFyffes
has filed with the SEC a registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus
of ChiquitaFyffes. The registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the
Scheme Circular and Explanatory Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval
of the combination. Each of Fyffes and Chiquita has completed mailing to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme
Circular in connection with the proposed combination of Fyffes and Chiquita and related
transactions. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/ SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT)
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the definitive Proxy Statement/Prospectus/ Scheme Circular
(including the Scheme) and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained
by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free
copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed by Chiquita,
Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate
Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting Fyffes Investor
Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling +353 1 887 2700.
PARTICIPANTS
IN THE SOLICITATION
Chiquita,
Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation
of proxies in connection with the combination. Information about the directors and executive officers of Fyffes is set forth in
its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website
at www.fyffes.com. Information about the directors and executive officers of Chiquita is set
forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014 and
its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information
regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular described above and other relevant materials
to be filed with the SEC when they become available.
FORWARD-LOOKING
STATEMENTS
This
communication contains certain statements that are "forward-looking statements". These statements are subject to a number
of assumptions, risks and uncertainties, many of which are beyond the control of Fyffes and Chiquita, including: the customary
risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange fluctuations, industry
and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment),
government regulations, food safety issues and product recalls affecting Fyffes and/or Chiquita or the industry, labor relations,
taxes, political instability and terrorism; unusual weather events, conditions or crop risks; continued ability of Fyffes and Chiquita
to access the capital and credit markets on commercially reasonable terms and comply with the terms of their debt instruments;
access to and cost of financing; and the outcome of pending litigation and governmental investigations involving Fyffes and/or
Chiquita, as well as the legal fees and other costs incurred in connection with these items. Readers are cautioned that any forward-looking
statement is not a guarantee of future performance and that actual results could differ materially from those contained in the
forward-looking statement. Forward-looking statements relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the combination, including
expected synergies and future financial and operating results; Fyffes and Chiquita's plans, objectives, expectations and intentions;
the expected timing of completion of the combination; and other statements relating to the combination that are not historical
facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties.
There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual
results to differ materially from those indicated by such forward-looking statements.
With
respect to the combination, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain
the requisite Fyffes and Chiquita shareholder approvals; the risk that Fyffes or Chiquita may be unable to obtain governmental
and regulatory approvals required for the combination, or required governmental and regulatory approvals may delay the combination
or result in the imposition of conditions that could reduce the anticipated benefits from the combination or cause the parties
to abandon the combination; the risk that a condition to closing of the combination may not be satisfied; the length of time necessary
to consummate the combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings
and any other synergies from the combination may not be fully realized or may take longer to realize than expected; disruption
arising as consequence of the combination making it more difficult to maintain existing relationships or establish new relationships
with customers, employees or suppliers; the diversion of management time on transaction-related issues; the ability of the combined
company to retain and hire key personnel; the effect of future regulatory or legislative actions on the companies; and the risk
that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect.
These
risks, as well as other risks associated with the combination, are more fully discussed in the Proxy
Statement/ Prospectus/Scheme Circular that is included in the Registration Statement on Form S-4 that was filed with the SEC
in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme Circular mailed
to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita's reports filed with the SEC
and available at the SEC's website at www.sec.gov and in Fyffes reports filed with the Registrar of Companies available at
Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this
document. Neither Fyffes nor Chiquita undertakes any obligation to update its forward-looking statements to reflect events or
circumstances after the date of this communication.
STATEMENT
REQUIRED BY THE TAKEOVER RULES
The
directors of Fyffes accept responsibility for the information contained in this communication. To the best of the knowledge and
belief of the directors of Fyffes (who have taken all reasonable care to ensure such is the case), the information contained in
this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect
the import of such information.
DEALING
DISCLOSURE REQUIREMENTS
Under
the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly)
in 1% or more of any class of "relevant securities" of Fyffes or Chiquita, all "dealings" in any "relevant
securities" of Fyffes or Chiquita (including by means of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business day"
following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective
or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement either
express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Fyffes or Chiquita,
they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule
8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Fyffes by Chiquita or "relevant
securities" of Chiquita by Fyffes, or by any person "acting in concert" with either of them must also be disclosed
by no later than 12 noon (Irish time) on the "business day" following the date of the relevant transaction.
A
disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed
can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. "Interests
in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks
are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.
If
you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020; fax number +353 1 678 9289.
GENERAL
The
release, publication or distribution of this communication in or into certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this communication and all other documents relating to the combination are not being, and
must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions.
Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the combination disclaim any responsibility or liability for the violations of any such
restrictions by any person.
Any
response in relation to the combination should be made only on the basis of the information contained in the Proxy Statement/Prospectus/Scheme
Circular or any document by which the combination, including the Scheme, are made. Chiquita shareholders and Fyffes shareholders
are advised to read carefully the formal documentation which has been posted to them in relation to the combination.
Lazard
& Co. Limited ("Lazard"),
which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial
adviser to Fyffes and no one else in connection with the matters described in this communication, and will not be responsible for
anyone other than Fyffes for providing the protections afforded to clients of Lazard nor for providing advice in relation to the
matters referred to in this communication. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this communication, any statement contained herein or otherwise.
Davy
and Davy Corporate Finance each of which is regulated in Ireland by the Central Bank of Ireland, are acting for Fyffes and no one
else in relation to the matters referred to herein. In connection with such matters, Davy and Davy Corporate Finance, their affiliates
and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they
be responsible to anyone other than Fyffes for providing the protections afforded to their clients or for providing advice in connection
with the matters described in this communication or any matter referred to herein.
There
has been no material change in the information previously published by Fyffes or Chiquita in connection with the combination contained
in the Proxy Statement/Prospectus/Scheme Circular dated August 6, 2014, as previously mailed to Fyffes shareholders, save as disclosed:
(a) in the announcement by Fyffes dated August 27, 2014 of Fyffes results for the six month financial period ending June 30, 2014;
(b) in the announcement by Chiquita and Fyffes dated August 27, 2014 entitled “Chiquita and Fyffes Provide Updated Synergy
Estimates Related To Proposed Combination; (c) in the announcement by Chiquita and Fyffes dated August 27, 2014 entitled “Chiquita
Mails Letter To Shareholders”; and (d) as respects interests in relevant securities held, and dealings in Chiquita and Fyffes
relevant securities, by parties acting in concert with Chiquita or Fyffes, as has been disclosed in accordance with the Irish Takeover
Rules.
UPDATED FYFFES PROFIT FORECAST
Updated Profit Forecast including
Bases and Assumptions
| 1. | General
Set forth below are financial projections for the 2014 fiscal year, including the following:
For the fiscal year ending December 31, 2014, Fyffes has projected an updated EBITA of €38 - €42 million. EBITA represents
operating income before interest, tax and amortization. EBITA is the basis on which Fyffes has consistently provided the market
with profit target ranges or forecasts in recent years as it is the primary measure of performance used by the company. The following
table shows the reconciliation of EBITA to the generally accepted accounting principle measure of Profit for the financial year
as derived from the audited consolidated financial statements of Fyffes for its two most recent financial years ending December
31, 2013 and 2012 included elsewhere in the proxy statement/prospectus to Shareholders dated August 6, 2014. |
| |
2013
€’000 |
2012
€’000 |
| |
|
|
| EBITA |
32,654 |
30,542 |
| Amortisation charges |
(1,333) |
(2,217) |
| Share of joint ventures interest and tax charges |
(1,346) |
(1,041) |
| Operating Profit |
29,975 |
27,284 |
| Net Financial Income / (Expense) |
(1,296) |
(1,158) |
| Income tax charge |
(2,535) |
(2,218) |
| Profit for the financial year |
26,144 |
23,908 |
Fyffes 2014 €38 - €42
million forecast excludes costs incurred, or to be incurred, by Fyffes in connection with the combination which it is estimated
will amount to approximately €12.3 million in 2014. There were no exceptional charges included in EBITA or Profit for the
financial year in 2013 or 2012. Fyffes intangible assets became fully amortised in 2013 and, as a result, Fyffes does not anticipate
any amortization charge in 2014.
Fyffes encourages shareholders
to review its historical financial statements to understand differences between its EBITA and Profit for the financial year in
earlier years and cautions shareholders from relying solely on EBITA to predict Profit for the financial year.
The statements above regarding
EBITA and amortization for the year ending December 31, 2014 constitutes a profit forecast (“Updated Fyffes Profit Forecast”)
for the purposes of Rule 28 of the Irish Takeover Panel Act 1997, Takeover Rules 2013). Except as may be required under the Irish
Takeover Rules, Fyffes assumes no obligation, nor does Fyffes intend, to update or otherwise revise the Updated Fyffes Profit Forecast.
The Updated Fyffes Profit Forecast
has been prepared, except as described above, on a consistent basis with the accounting policies being adopted by Fyffes for the
period ending December 31, 2014, which are in accordance with IFRS, and which are comparable with the accounting policies adopted
in its consolidated financial statements for the year ended December 31, 2013.
The Updated Fyffes Profit Forecast
does not take into account any effects of the proposed combination with Chiquita (including any costs related to the completion
of the combination).
| 3. | Assumptions
The principal assumptions upon which the Updated Fyffes Profit Forecast is based are set forth below:
Specific assumptions adopted by Fyffes Directors |
| · | Overall sales volumes for all three major
products to remain in line with last year;
|
| · | Only marginal change in overall customer
base predicted; |
| · | Increase in cost of goods driven by inflationary
pressures on fruit and other key inputs, offset by operational efficiencies; |
| · | No material changes in SG&A costs
predicted and expected to be flat as a percentage of sales; |
| · | Modest increase in overall margins, consistent
with improvement achieved in reported first half results; and |
| · | No significant change in performance of
smaller businesses. |
Factors outside the influence
or control of the Fyffes Directors
| · | There will be no material changes in Fyffes
management, existing operational strategies, or accounting policies and methodologies during the year ending December 31, 2014; |
| · | There will be no changes in exchange rates,
interest rates, bases of taxes, legislative or regulatory requirements from those currently forecast that would have a material
impact on Fyffes operations or its accounting policies; |
| · | There will be no material adverse weather
events or natural catastrophes that affect Fyffes key products or markets; |
| · | There will be no material impact from
any political or economic events in the countries in which Fyffes, its competitors or customers trade; |
| · | Assumes no account for any adverse outcome
to any litigation, regulatory matter or government investigation; and |
| · | There will be no business interruptions
that materially adversely affect Fyffes, its key customers or its key suppliers. |
|
KPMG
Chartered Accountants
Stokes Place
St. Stephen’s Green
Dublin 2
Ireland |
Telephone:
Fax:
Internet: |
+353 1 410 1000
+353 1 412 1122
www.kpmg.ie |
The Directors
Fyffes plc
29 North Anne Street
Dublin 7
Ireland
Lazard & Co Limited
50 Stratton Street,
London W1J 8LL
United Kingdom
J&E Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
27 August 2014
Dear Sir or Madam:
Fyffes plc
We report on the profit forecast comprising forecast earnings
before interest, tax and amortisation and forecast amortisation of Fyffes plc (the ‘Company’) and its subsidiary undertakings
(the ‘Group’) for the year ending 31 December 2014 (the ‘Updated Profit Forecast’). The Updated Profit
Forecast and the material assumptions upon which it is based are set out in the Updated Fyffes Profit Forecast document to be issued
by the Company in which this report is included (the ‘Document’). This report is required by Rule 28.3(a) of the Irish
Takeover Panel Act, 1997, Takeover Rules, 2013 (the ‘Takeover Rules’) and is given for the purpose of complying with
that rule and for no other purpose.
Responsibilities
It is the responsibility of the directors of the Company (the
‘Directors’) to prepare the Updated Profit Forecast in accordance with the requirements of the Takeover Rules.
It is our responsibility to form an opinion as required by the
Takeover Rules as to the proper compilation of the Updated Profit Forecast and to report that opinion to you.
Save for any responsibility which we may have to those persons
to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will
not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or
in accordance with this report.
Basis of preparation of the Updated Profit Forecast
The Updated Profit Forecast has been prepared on the basis set
out in the Document. The Updated Profit Forecast is required to be presented on a basis consistent with the accounting policies
of the Group.
Basis of opinion
We conducted our work in accordance with Standards for Investment
Reporting issued by the Auditing Practices Board of the United Kingdom and Ireland. Our work included evaluating the basis on which
the historical financial information included in the Updated Profit Forecast has been prepared and considering whether the Updated
Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the Group. Whilst
the assumptions upon which the Updated Profit Forecast are based are solely the responsibility of the Directors, we considered
whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion,
are necessary for a proper understanding of the Updated Profit Forecast have not been disclosed or if any material assumption made
by the Directors appears to us to be unrealistic.
We planned and performed our work so as to obtain the information
and explanations we considered necessary in order to provide us with reasonable assurance that the Updated Profit Forecast has
been properly compiled on the basis stated.
Since the Updated Profit Forecast and the assumptions on which
it is based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the
actual results reported will correspond to those shown in the Updated Profit Forecast and differences may be material.
Our work has not been carried out in accordance with auditing
or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should
not be relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion the Updated Profit Forecast, so far as the accounting
policies and calculations are concerned, has been properly compiled on the basis of the assumptions made by the Directors and the
basis of accounting used is consistent with the accounting policies of the Group.
Yours faithfully
KPMG
Chartered Accountants
Dublin, Ireland
The Directors
Fyffes plc
29 North Anne Street
Dublin 7
Ireland
27 August 2014
Ladies and Gentlemen:
Proposed combination of Chiquita Brands International, Inc.
(“Chiquita”) and Fyffes plc (“Fyffes”)
We report on the profit forecast comprising forecast earnings
before interest, tax and amortisation and forecast amortisation of Fyffes plc (the “Company”) and its subsidiary undertakings
(the “Group”) for the year ending 31 December 2014 (the “Updated Profit Forecast”). The Updated Profit
Forecast and the material assumptions upon which it is based are set out in the Updated Fyffes Profit Forecast document to be issued
by the Company in which this report is included.
We have discussed the
Updated Profit Forecast and the bases and assumptions, on which it has been prepared with you as directors of Fyffes, the senior
management of Fyffes and with KPMG, Fyffes' auditors. We have assumed with your consent that the Updated Profit Forecast reflects
the best currently available estimates and judgments of the management of Fyffes as to the future financial performance of Fyffes
for the period to which it relates. We have also discussed the accounting policies and bases of calculation for the Updated Profit
Forecast with the directors and the senior management of Fyffes and with KPMG. We have also considered KPMG's report of today's
date addressed to you and us on this matter. You have confirmed to us that all information relevant to the Updated Profit Forecast
has been disclosed to us.
For purposes of rendering
this report, we have, with your consent, relied upon and assumed the accuracy and completeness of all the financial, legal, regulatory,
tax, accounting and other information provided to, discussed with or reviewed by, us, without any independent verification thereof.
On the basis of the foregoing,
we consider that the Updated Profit Forecast, for which you as directors of Fyffes are solely responsible, has been made with due
care and consideration.
This report is
provided to you solely in connection with Rule 28 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 and for no other
purpose. We are acting exclusively as financial advisor to Fyffes and no one else in connection with the proposed
combination, and it was solely for the purposes of complying with this provision of Irish law that Fyffes requested Lazard
prepare a report on the Updated Profit Forecast. No person other than the directors of Fyffes can rely on the contents of
this report and, to the fullest extent permitted by law, we assume no responsibility and will not accept any liability to any
person other than the directors of Fyffes in respect of this report or the work undertaken by us in connection with this
report.
This report is not
an opinion regarding, and we express no view as to, the reasonableness or achievability of the Updated Profit Forecast.
Instead, this report will address solely the matters required to be addressed by Rule 28 of the Irish Takeover Rules and does
not address any other matter; it does not address, among other things, the relative merits of the proposed combination as
compared to any other transaction or business strategy, the merits of the decision by Fyffes to engage in the proposed
combination, the fairness to Fyffes shareholders of the exchange ratio in the proposed combination, or the price at which
Fyffes' shares or the shares of ChiquitaFyffes plc would trade at any time.
Furthermore, this report
has been prepared independent of publication of the Updated Profit Forecast and may not be relied on by you in recommending that
Fyffes shareholders vote to approve the proposed combination. This report is not intended to and does not constitute a recommendation
to any
shareholder as to how such shareholder should vote or act with respect to the proposed combination or
any matter related thereto.
Yours faithfully,
For and on behalf of
Lazard & Co., Limited
Exhibit 99.2
CHIQUITA BRANDS INTERNATIONAL, INC.
UPDATED MERGER BENEFIT STATEMENT
August 27, 2014
Dear Fyffes Shareholder,
On March 10, 2014, Chiquita Brands International
Inc. (“Chiquita”) and Fyffes plc (“Fyffes”) announced that they had entered into a definitive
agreement pursuant to which Fyffes will combine with Chiquita (the “combination”) through the formation of a
new holding company incorporated in Ireland that will be renamed ChiquitaFyffes plc (“ChiquitaFyffes”). On July
24, 2014, ChiquitaFyffes filed with the U.S. Securities and Exchange Commission (the “SEC”) Amendment No. 5
to its registration statement on Form S-4 in connection with the combination, which included a proxy statement of Chiquita that
also served as a prospectus of ChiquitaFyffes (the “Proxy Statement/Prospectus”). The Form S-4 was declared
effective on July 25, 2014, and the Proxy Statement/Prospectus dated August 6, 2014 along with other documentation was posted to
you.
Updated Merger Benefit Statement
Chiquita and Fyffes have reviewed the merger
benefit statement that was made on March 10, 2014 and included in the Proxy Statement/Prospectus and believe it is appropriate
to update the merger benefit statement as further information in relation to merger benefits has been found. Chiquita and Fyffes
have identified an additional $20 million of synergies for a total of at least $60 million in annualized pre-tax cost synergies
by the end of 2016, reflecting additional information which has become available regarding optimization of sourcing and shipping
logistics, as well as the output of the information technology integration planning work stream that was established after the
proposed combination was first announced.
An updated merger benefit statement, which
provides additional details regarding these synergies and Chiquita’s basis of belief for them, is included herewith. The
updated merger benefit statement should be reviewed carefully, as there are various material assumptions described therein underlying
the synergies estimate which may result in the synergies being materially greater or less than estimated.
An extract from the text of the press release
from Chiquita and Fyffes dated August 27, 2014 announcing the updated estimate of synergies and containing other information in
relation to the combination is also included herewith.
Neither the statements above nor any other
synergy statement in this announcement should be construed as a profit forecast or interpreted to mean that ChiquitaFyffes adjusted
earnings in the first fiscal year following consummation of the transaction, or in any subsequent period, would necessarily match
or be greater than or be less than those of Chiquita and/or Fyffes for the relevant preceding financial period or any other period.
The estimate of synergies set out in the
updated merger benefit statement has been reported on for the purposes of Rule 19.3(b)(ii) of the Irish Takeover Rules by (i) PricewaterhouseCoopers
and (ii) Goldman Sachs. Copies of their respective reports are attached to this letter. Each of PricewaterhouseCoopers and Goldman
Sachs has given and not withdrawn its consent to the issue of this announcement with the inclusion of its report in the form and
context in which it is included.
Very truly yours,
Edward F. Lonergan
President and Chief Executive Officer
REPORTS ON UPDATED MERGER BENEFIT STATEMENT
The reports on the updated merger benefit
statement as required by Rule 19.3(b)(ii) of the Takeover Rules have been prepared by (i) PricewaterhouseCoopers Ireland and (ii)
Goldman Sachs. The Chiquita board of directors is solely responsible for the updated merger benefit statement. Copies of the respective
reports of PricewaterhouseCoopers Ireland and Goldman Sachs are included in this document.
CONSENTS
Each of PricewaterhouseCoopers Ireland
and Goldman Sachs has given and not withdrawn its consent to the inclusion in this document of the references to its name in the
form and context in which they appear.
Contacts for Chiquita
| Investors |
Steve Himes |
| |
Tel: +1 980-636-5636 |
| |
Email: shimes@chiquita.com |
| |
|
| Media |
Ed Loyd |
| |
Tel: +1 980-636-5145 |
| |
Email: eloyd@chiquita.com |
NO OFFER OR SOLICITATION
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
IMPORTANT ADDITIONAL INFORMATION HAS
BEEN FILED AND WILL BE FILED WITH THE SEC
ChiquitaFyffes has filed with the SEC a
registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The registration
statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory Statement
required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita and Fyffes
has completed mailing to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme Circular in connection
with the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA,
FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies
of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed with the SEC by ChiquitaFyffes,
Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able
to obtain free copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed
by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International,
Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting
Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling
+ 353 1 887 2700.
PARTICIPANTS IN THE SOLICITATION
Chiquita, Fyffes, ChiquitaFyffes and their
respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the
combination. Information about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended
December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information
about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December
31, 2013, which was filed with the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which
was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme
Circular described above and other relevant materials to be filed with the SEC when they become available.
FORWARD-LOOKING STATEMENTS
This communication contains certain statements
that are “forward-looking statements.” These statements are subject to a number of assumptions, risks and uncertainties,
many of which are beyond the control of Chiquita and Fyffes, including: the customary risks experienced by global food companies,
such as prices for commodity and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which
may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food
safety issues and product recalls affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability
and terrorism; unusual weather events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital
and credit markets on commercially reasonable terms and comply with the terms of their debt instruments; access to and cost of
financing; and the outcome of pending litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the
legal fees and other costs incurred in connection with these items. Readers are cautioned that any forward-looking statement is
not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking
statement. Forward-looking statements relating to the combination involving Fyffes and Chiquita include, but are not limited to:
statements about the benefits of the combination, including expected synergies and future financial and operating results; Fyffes
and Chiquita’s plans, objectives, expectations and intentions; the expected timing of completion of the combination; and
other statements relating to the combination that are not historical facts. Forward-looking statements involve estimates, expectations
and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not
materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by
such forward-looking statements.
With respect to the combination, these
factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita
shareholder approvals; the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required
for the combination, or required governmental and regulatory approvals may delay the combination or result in the imposition of
conditions that could reduce the anticipated benefits from the combination or cause the parties to abandon the combination; the
risk that a condition to closing of the combination may not be satisfied; the length of time necessary to consummate the combination;
the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the
combination may not be fully realized or may take longer to realize than expected; disruption arising as consequence of the combination
making it more difficult to maintain existing relationships or establish new relationships with customers, employees or suppliers;
the diversion of management time on transaction-related issues; the ability of the combined company to retain and hire key personnel;
the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company
or its subsidiaries may be different from what the companies expect.
These risks, as well as other risks associated
with the combination, are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration
Statement on Form S-4 that was filed with the SEC in connection with the combination and are contained in the definitive Proxy
Statement/Prospectus/Scheme Circular mailed to shareholders. Additional risks and uncertainties are identified and discussed in
Chiquita’s reports filed with the SEC and available at the SEC’s website at www.sec.gov and in Fyffes reports filed
with the Registrar of Companies available at Fyffes website at www.fyffes.com. Forward-looking statements included in this document
speak only as of the date of this document. Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking
statements to reflect events or circumstances after the date of this communication.
STATEMENT REQUIRED BY THE TAKEOVER RULES
The directors of Chiquita accept responsibility
for the information contained in this communication. To the best of the knowledge and belief of the directors of Chiquita (who
have taken all reasonable care to ensure that such is the case), the information contained in this communication for which they
accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the
Irish Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class
of “relevant securities” of Fyffes or Chiquita, all “dealings” in any “relevant securities”
of Fyffes or Chiquita (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”)
must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the “business day” following the date of the
relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the “offer
period” otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral
or written, to acquire an “interest” in “relevant securities” of Fyffes or Chiquita, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover
Rules, all “dealings” in “relevant securities” of Fyffes by Chiquita or “relevant securities”
of Chiquita by Fyffes, or by any person “acting in concert” with either of them must also be disclosed by no later
than 12 noon (Irish time) on the “business day” following the date of the relevant transaction.
A disclosure table, giving details of the
companies in whose “relevant securities” “dealings” should be disclosed can be found on the Irish Takeover
Panel’s website at www.irishtakeoverpanel.ie. “Interests in securities” arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be
treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can
be found on the Irish Takeover Panel’s website.
If you are in any doubt as to whether or
not you are required to disclose a “dealing” under Rule 8, please consult the Irish Takeover Panel’s website
at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.
GENERAL
The release, publication or distribution
of this communication in or into certain jurisdictions may restricted by the laws of those jurisdictions. Accordingly, copies of
this communication and all other documents relating to the combination are not being, and must not be, released, published, mailed
or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including,
without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the
combination disclaim any responsibility or liability for the violations of any such restrictions by any person.
Any response in relation to the combination
should be made only on the basis of the information contained in the Proxy Statement/Prospectus/Scheme Circular or any document
by which the combination, including the Scheme, are made. Chiquita shareholders and Fyffes shareholders are advised to read carefully
the formal documentation which has been posted to them in relation to the combination.
Goldman, Sachs & Co., Goldman Sachs
International and affiliates (“Goldman Sachs”) is acting as financial adviser to Chiquita and no one else in
connection with the combination and will not be responsible to anyone other than Chiquita for providing the protections afforded
to clients of Goldman Sachs or for providing advice in relation to the combination, the contents of this communication or any transaction
or arrangement referred to herein. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client
of Goldman Sachs in connection with this communication, any statement contained herein or otherwise.
Wells Fargo Securities, LLC is acting as
financial adviser to the Chiquita board of directors and no one else in connection with the combination and will not be responsible
to anyone other than Chiquita for providing the protections afforded to clients of Wells Fargo Securities, LLC or for providing
advice in relation to the combination, the contents of this communication or any transaction or arrangement referred to herein.
Neither Wells Fargo Securities, LLC nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Wells
Fargo Securities, LLC in connection with this communication, any statement contained herein or otherwise.
Chiquita’s profit forecast for the
fiscal year ended December 31, 2014 set out in the section of the Proxy Statement/Prospectus entitled “Chiquita Profit Forecast”
dated August 6, 2014 remains valid for the purposes of the Combination and PricewaterhouseCoopers Ireland and Goldman Sachs have
indicated that they have no objection to their reports on it continuing to apply.
There has
been no material change in the information previously published by Chiquita or Fyffes in connection with the Combination contained
in the Proxy Statement/Prospectus/Scheme Circular dated August 6, 2014, as previously mailed to Fyffes shareholders, save as disclosed:
(a) in the announcement by Fyffes dated August 27, 2014 of Fyffes results for the six month financial period ending June 30, 2014;
(b) in the announcement by Chiquita and Fyffes dated August 27, 2014 entitled “Chiquita and Fyffes Provide Updated Synergy
Estimates Related To Proposed Combination”; (c) in the announcement by Chiquita and Fyffes dated August 27, 2014 entitled
“Chiquita Mails Letter to Shareholders”; and (d) as respects interests in relevant securities held, and dealings in
Chiquita and Fyffes relevant securities, by parties acting in concert with Chiquita or Fyffes, as has been disclosed in accordance
with the Irish Takeover Rules.
EXTRACT FROM PRESS RELEASE ISSUED BY
CHIQUITA AND FYFFES
ON AUGUST 27, 2014
CHIQUITA AND FYFFES PROVIDE UPDATED
SYNERGY ESTIMATES RELATED TO PROPOSED
COMBINATION
Now Targeting $60 Million of Annualized
Pre-Tax Cost Savings
Fyffes increases its target adjusted
EBITA for the full year 2014 from the range €30 to €35 Million to the range €38 to €42 Million
Separate Efficiency Initiatives Anticipated
to Reduce Chiquita’s Costs by approximately $14 to $16 Million
CHARLOTTE, NC and DUBLIN, Ireland –
August 27, 2014 – Chiquita Brands International, Inc. (NYSE: CQB) (“Chiquita”) and Fyffes plc (ESM: FFY ID:
AIM: FFY LN) (“Fyffes”) today announced updated anticipated annualized pre-tax cost synergies for the proposed combination
of Chiquita and Fyffes (the “Combination”). Chiquita and Fyffes have identified an additional $20 million of synergies
for a total of at least $60 million in annualized pre-tax cost synergies by the end of 2016, reflecting additional information
which has become available regarding optimization of sourcing and shipping logistics, as well as the output of the information
technology integration planning work stream that was established after the proposed Combination was first announced.
The $20 million of additional recurring
annual synergies is anticipated to come from European and Mediterranean shipping benefits enabled by the broad geographic
sourcing diversity of the combined company, as well as information technology efficiencies due to the implementation of cloud computing.
“As a result of our diligent and
thorough integration planning efforts, Chiquita and Fyffes have identified an additional $20 million of synergies that will allow
ChiquitaFyffes to deliver even more value for our shareholders and result in a combined company with stronger earnings power. Chiquita
and Fyffes remain committed to the transaction and are continuing to work together to complete the Combination as expeditiously
as possible,” said Ed Lonergan, Chiquita’s Chief Executive Officer, and David McCann, Fyffes Executive Chairman.
Chiquita and Fyffes believe approximately
50% of the $60 million of synergies are achievable in the first year following the close of the merger, with the remaining synergies
achieved by the end of the second year. These synergies will positively impact ChiquitaFyffes financial profile as the combined
company is expected to generate significant and increased free cash flow.
An updated merger benefit statement, which
provides additional details regarding these synergies and Chiquita's basis of belief for them, is attached to this release as
Appendix A. The updated merger benefit statement should be reviewed carefully, as there are various material assumptions described
therein underlying the synergies estimate which may result in the synergies being materially greater or less than estimated.1
Fyffes has additionally announced today
that it has delivered a strong result in the first half of 2014 with adjusted EPS 39.2% higher. Based on its first half performance
and continued positive trading conditions early in the second half, Fyffes is increasing its target adjusted EBITA for the full
year 2014 to the range €38 to €42 million, from €30 to €35 million previously, and compared to €32.7
million for the full year 2013.2
| 1 | The synergy and earnings enhancement statements in this press release
should not be construed as a profit forecast or interpreted to mean that the earnings of ChiquitaFyffes in 2015, or in any subsequent
period, would necessarily match or be greater than or be less than those of Chiquita and/or Fyffes for the relevant financial period
or any other period. |
| 2 | Fyffes reports its financial results in accordance with International
Financial Reporting Standards ("IFRS"). For information regarding the reconciliation of EBITA to the most comparable
GAAP numbers, as well as additional other information regarding Fyffes results and updated forecasts, reference is made to pages
346-347 of the definitive Proxy Statement/Prospectus/Scheme Circular dated August 6, 2014 and to Fyffes interim results which were
also announced today. |
Separately, Chiquita also announced a range
of efficiency initiatives anticipated to reduce Chiquita’s costs by approximately $14 to $16 million. In order to achieve
these savings, Chiquita's current US-Gulf shipping rotation will be replaced with larger, more efficient vessels allowing for some
costs and stowage capacity to be shared with a third-party shipping partner, resulting in lower per unit shipping costs for both.
Chiquita anticipates that these savings will begin impacting Chiquita’s results late in the fourth quarter of 2014 and will
be fully implemented in 2015, helping ensure that Chiquita remains on track to achieve its long term financial objectives.3
Chiquita confirms that the Chiquita profit forecast for the fiscal year ending December 31, 2014 contained in its proxy statement
dated August 6, 2014 remains valid for the purpose of the Combination.
On August 14, 2014, Chiquita and Fyffes
filed a Form CO with the European Commission in connection with its examination of the Combination under the EC Merger Regulation
and, as a result, the European Commission’s provisional deadline for its Phase I review of the Combination is September 19,
2014. Regulatory clearances for the Combination have already been obtained in the US and a number of smaller jurisdictions. Subject
to EU Commission approval, it is possible that the merger could complete in October 2014.
As previously announced on March 10, 2014,
Chiquita and Fyffes entered into a definitive agreement under which Chiquita will combine with Fyffes, in a stock-for-stock transaction
that is expected to result in Chiquita shareholders owning approximately 50.7% of ChiquitaFyffes, and Fyffes shareholders owning
approximately 49.3% of ChiquitaFyffes, on a fully diluted basis.
On August 14, 2014, Chiquita announced
that its Board of Directors, after careful consultation with its legal and financial advisors, unanimously rejected an unsolicited
offer by the Cutrale Group and the Safra Group (the "Group”) to acquire all of the outstanding stock of Chiquita for
$13.00 per share in cash. Chiquita’s Board determined that the Group’s unsolicited offer is inadequate and not in the
best interests of Chiquita shareholders. Having made such a determination, Chiquita determined not to furnish information to, nor
have discussions and negotiations with, the Cutrale Group and the Safra Group at this time.
Mr. Lonergan added, “Chiquita believes
that the $13.00 per share offer from the Cutrale Group and the Safra Group is opportunistic and does not provide compelling value
as compared to the combination with Fyffes. The offer is highly conditional and does not provide Chiquita shareholders full value
for the ongoing turnaround and the synergies in a combination with Fyffes.”
| 3 | Chiquita’s statement of anticipated savings in this press release
should not be construed as a synergy statement or other statement or estimate of the anticipated financial effects of the Combination.
|
Updated
Merger Benefit Statement
Chiquita and Fyffes believe that the Combination
will provide annualised recurring before tax overhead and operational synergies (including IT, logistics and transport synergies)
of at least US$60 million by the end of 2016. This updated merger benefit statement, which includes an additional US$20 million
in annualised synergies, reflects additional information which has become available regarding optimisation of shipping logistics,
as well as the output of the IT integration planning work stream.
These recurring annual synergies are anticipated
to comprise of:
| · | Potential operational efficiencies, generating synergies of US$37
million, in the areas of fruit utilisation, shipping, port operations, packaging and procurement; and |
| · | Potential synergies of US$23 million in the areas of public company
expenses, integration of senior management and administration, as well as information technology. |
The annual tax cost of the synergies is
estimated at US$8 million. Approximately 50% of the recurring annual synergies are expected to be realised in the first full fiscal
year post closing of the Combination, which is expected to be the year ending December 2015, with the remainder of the recurring
annual synergies taking effect in the second full fiscal year post closing of the Combination.
Implementation and integration costs required
to achieve the synergies during 2015 and 2016 are not anticipated to exceed US$17 million, in total, before taxes.
Once the Combination is effective, shareholders
in Chiquita and Fyffes will be able to share in the expected benefits arising from these synergies through their ownership of the
new shares they will receive in ChiquitaFyffes.
There are various material assumptions
underlying the synergies estimate which may result in the synergies being materially greater or less than estimated. The estimates
should therefore be read in conjunction with the key assumptions underlying the estimates.
Neither the statements above nor any other
synergy statement in this announcement should be construed as a profit forecast or interpreted to mean that ChiquitaFyffes adjusted
earnings in the first fiscal year following consummation of the combination, or in any subsequent period, would necessarily match
or be greater than or be less than those of Chiquita and/or Fyffes for the relevant preceding financial period or any other period.
The estimate of synergies set out in this
announcement has been reported on for the purposes of Rule 19.3(b)(ii) of the Takeover Rules by (i) PricewaterhouseCoopers and
(ii) Goldman Sachs. Copies of their respective reports are included in the Appendices to this announcement. Each of PricewaterhouseCoopers
and Goldman Sachs has given and not withdrawn its consent to the issue of this announcement with the inclusion of its report in
the form and context in which it is included.
Capitalised terms used herein, unless otherwise
defined herein, shall have the same meaning as those used in the original merger benefit statement.
The basis of belief for expected synergies
The bases of belief (including sources
of information and assumptions made) that support the expected synergies are set out in the following paragraphs.
The expected sources of the potential recurring
before tax annual synergies are anticipated to comprise of efficiencies in the areas of procurement, supply chain, shipping, container
management, port operations, information technology and administration.
When evaluating the potential recurring
before tax annual synergies and the tax costs associated with such synergies, the Chiquita Board has assumed the following:
| · | That the Combination will become effective
and ChiquitaFyffes will acquire 100% of the issued and to be issued share capital of Fyffes and Chiquita; |
| · | That there will be no material adverse
impact on the combined company arising from any decisions made by competition authorities; |
| · | That there will be no material change
to the market dynamics (including, without limitation, as a result of changes in bunker fuel rates or as a result of weather events
and other natural catastrophes) affecting Chiquita and/or Fyffes following the completion of the Combination; |
| · | That there will be no material adverse
impact on the on-going business arising as a result of the Combination; |
| · | That there will be no material change
to exchange rates following the completion of the Combination; and |
| · | There will be no material change to income
tax laws or regulations affecting Chiquita and/or Fyffes following completion of the Combination. |
In establishing the estimate of the anticipated
recurring before tax annual synergies and the associated tax costs, the Chiquita Board has reviewed the results of discussions
of the respective managements of Chiquita and Fyffes regarding the opportunities for synergies and other cost efficiencies. As
part of the diligence process, Chiquita management, together with the management of Fyffes, reviewed such opportunities and determined
the source and scale of the potential recurring before tax annual synergies and associated tax costs. The potential recurring before
tax synergies and associated tax costs are incremental to Chiquita’s existing plans and, to the best of Chiquita’s
knowledge, Fyffes existing plans.
In addition to information from Chiquita’s
and Fyffes respective management teams, the sources of information that Chiquita has used to arrive at the estimate of the potential
recurring before tax annual synergies and expected associated tax costs, include:
| (a) | the Fyffes annual report and accounts; |
| (b) | Fyffes presentations to analysts; |
| (e) | Other public information; and |
| (f) | Chiquita’s knowledge of the industry and of Fyffes. |
There remains an inherent risk in the synergy
forward-looking statements. No synergy statement in this announcement, including any statement that the combination will be accretive,
should be construed as a profit forecast or interpreted to mean that ChiquitaFyffes earnings in the first full year following the
combination, or in any subsequent period, would necessarily match or be greater than or be less than those of Chiquita and/or Fyffes
for the relevant preceding financial period or any other period.
The Directors
Chiquita Brands International Inc.
550 S. Caldwell Street
Charlotte
NC 28202
USA
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
UK
27 August 2014
Dear Sirs,
Proposed Combination of Chiquita Brands
International Inc. and Fyffes plc
We report on the potential overhead and
operational synergies and resultant tax costs statements (the “Statements”) by the directors of Chiquita Brands
International Inc. (the “Company”) set out in the letter to Fyffes Shareholders dated 27 August 2014, (the “Letter”),
to the effect that:
“Chiquita and Fyffes believe that
the Combination will provide annualised recurring before tax overhead and operational synergies (including IT, logistics and transport
synergies) of at least US$60 million by the end of 2016.”
“The annual tax cost of the synergies
is estimated at US$8 million.”
The Statements have been made in the context
of disclosure in the Letter setting out the basis of the belief of the Directors of the Company (the “Directors”)
supporting the Statements and their analysis and explanation of the underlying constituent elements.
This report is required by Rule 19.3(b)(ii)
of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (the “Rules”) and is given for the purpose of complying
with that rule and for no other purpose.
Responsibilities
It is the responsibility of the Directors
to make the Statements in accordance with the Rules.
It is our responsibility and that of the
Financial Advisers to form our respective opinions as required by Rule 19.3(b)(ii) of the Rules, as to whether the Statements have
been made by the Directors with due care and consideration.
Save for any responsibility which we may
have to those persons to whom this report is expressly addressed and for any responsibility arising under Rule 19.3(b)(ii) of the
Rules to any person as and to the extent therein provided, to the fullest extent permitted by law we do not assume any responsibility
and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out
of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 19.3(b)(ii)
of the Rules, consenting to its inclusion in the Letter
Basis of Opinion
We conducted our work in accordance with
the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and published by the Institute
of Chartered Accountants in Ireland. We have discussed the Statements together with the relevant bases of belief (including sources
of information and assumptions) with the Directors of the Company and with the Financial Advisers. Our work did not involve any
independent examination of any of the financial or other information underlying the Statements.
Since the Statements and the assumptions
on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to
whether the actual benefits achieved will correspond to those anticipated in the Statements and the differences may be material.
Our work has not been carried out in accordance
with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly
should not be relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion, on the basis of the foregoing,
the Directors have made the Statements, in the form and context in which they are made, with due care and consideration.
Yours sincerely,
PricewaterhouseCoopers
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
The Directors
Chiquita Brands International Inc.
550 S. Caldwell Street
Charlotte
NC 28202
USA
27 August 2014
Dear Sirs,
Proposed Combination of Chiquita Brands
International Inc. (“Chiquita”) and Fyffes plc (“Fyffes”)
We refer to the statements of estimated
overhead and operational synergies, the bases of preparation thereof and the notes thereto (together the “Statements”)
made by Chiquita set out in this letter to Fyffes Shareholders dated 27 August 2014, for which the Directors of Chiquita are solely
responsible.
We have discussed the Statements (including
the assumptions and sources of information referred to therein) with the Directors of Chiquita and those officers and employees
of Chiquita who have developed the underlying plans.
The Statements are subject to uncertainty
as described in this document and our work did not involve any independent examination of any of the financial or other information
underlying the Statements.
We have relied upon the accuracy and completeness
of all the financial and other information reviewed by us and have assumed such accuracy and completeness for the purposes of rendering
this letter. In giving the confirmation set out in this letter, we have reviewed the work carried out by PricewaterhouseCoopers
and have discussed with them the conclusions stated in their letter dated 27 August 2014 addressed to yourselves and ourselves
in this matter.
We do not express any opinion as to the
achievability of the estimated overhead and operational synergies identified by the Directors of Chiquita.
This letter is provided pursuant to our
engagement letter with Chiquita solely to the Directors of Chiquita in connection with Rule 19.3(b)(ii) of the Irish takeover Panel
Act, 1997, Takeover Rules 2013, and for no other purpose. We accept no responsibility to Fyffes or its shareholders or any other
person, other than the Directors of Chiquita, in respect of the contents of, or any matter arising out of or in connection with,
this letter or the work undertaken in connection with this letter.
On the basis of the foregoing, we consider
that the Statements by Chiquita, for which the Directors of Chiquita are solely responsible, have been made with due care and consideration
in the context in which they were made.
Yours faithfully,
Michael Casey
Managing Director
For and on behalf of
Goldman Sachs International